Business Context and Reporting Period
This Form 8-K Current Report from Zscaler, Inc. covers events occurring on December 18, 2018, specifically the Company's annual meeting of stockholders. The report also addresses a legal development regarding the Company's Certificate of Incorporation on December 19, 2018.
Key Financial Metrics
This filing is a current report regarding corporate governance and legal matters. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes
No financial material changes are reported in this document. The material events reported are:
- Director Elections: Two Class I directors, Karen Blasing and Charles Giancarlo, were elected to serve until the 2021 annual meeting.
- Legal Forum Provision: Following a Delaware Court of Chancery decision finding "Federal Forum Provisions" invalid under Delaware law, the Company announced it will not enforce its existing provision pending a final determination by the Delaware Supreme Court.
Guidance, Outlook, and Risks
Management Commentary and Legal Risk: The Company stated it does not intend to enforce the Federal Forum Provision in its Certificate of Incorporation unless and until the Delaware Supreme Court makes a final determination on the validity of such provisions. If the Supreme Court rules these provisions invalid, the Board intends to approve and submit an amendment to the Certificate of Incorporation to address the issue.
Outlook: No financial guidance or operational outlook is provided in this filing.
Investor Verification Checklist
- Verify the final vote counts for the election of directors Karen Blasing and Charles Giancarlo.
- Confirm the ratification of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending July 31, 2019.
- Monitor future filings for updates on the Delaware Supreme Court's decision regarding Federal Forum Provisions and any subsequent amendments to the Certificate of Incorporation.
- Note that this filing contains no financial performance data; refer to the most recent 10-K or 10-Q for financial metrics.